UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 2825, 2026

Chevron Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-00368

94-0890210

(State or other jurisdiction
of incorporation )

(Commission File Number)

(I.R.S. Employer
Identification No.)

1400 Smith Street

Houston,

77002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (832) 854-1000


			N/A
			(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $.75 per share

CVX

New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.0203 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

On March 25, 2026, the Board of Directors (ethe “Board”) of Chevron Corporation (“Chevron”) approved and adopted amended and restated By-Laws of Chevron (the “By-Laws”), effective March 25, 2026. The amendments specify that the non-employee Directors (rather than the independent Directors) elect the Chairman each year and, when applicable, the Lead Director (Article I, Section 3), and may elect a Vice Chairman (Article I, Section 4).

~~2026~~Following ~~Executive~~the ~~Compensation~~acquisition ~~Review~~of Hess Corporation by Chevron, the Board now includes a non-employee Director — John Hess — who does not meet the definition of “independent director” set by the New York Stock Exchange (the “NYSE”) due to certain transactions relating to the acquisition that are not material to either Chevron or Mr. Hess. While maintaining compliance with the NYSE requirements, the Board recently amended the By-Laws and ~~2026~~other ~~Base~~governance ~~Salaries~~documents to permit Mr. Hess to otherwise fully perform his fiduciary duty to participate in all aspects of Board service at Chevron by providing that certain Board activities be performed by “non-employee” directors. The Board has determined that it is beneficial to Chevron to have Mr. Hess participate in these activities.

OnItem January 28, 2026, the independent Directors of the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) conducted an annual review of the compensation of Chevron’s executive officers, including Michael K9.01 ~~Wirth, Chairman and Chief Executive Officer (“CEO”); Eimear P. Bonner, Chief~~ Financial ~~Officer;~~Statements and ~~the other named executive officers of Chevron identified in Chevron’s 2025 proxy statement who are currently employed by Chevron, Mark A~~Exhibits. Nelson, Vice Chairman and R. Hewitt Pate, Chief Legal Officer (collectively, the “Named Executive Officers”). Following such review, the independent Directors of the Board approved an increase of $75,000 to Mr. Wirth’s annual base salary, resulting in an annual salary of $1,975,000, and ratified the decision of the Management Compensation Committee of the Board (the “Committee”) to increase the annual base salaries of the principal financial officer and the other Named Executive Officers, as follows: (i) an increase of $50,000 for Ms. Bonner, resulting in an annual base salary of $1,100,000; (ii) an increase of $25,000 for Mr. Nelson, resulting in an annual base salary of $1,350,000; and (iii) an increase of $50,000 for Mr. Pate, resulting in an annual base salary of $1,250,000. All base salary increases will be effective March 1, 2026.

~~Chevron~~(d) Exhibits. ~~Incentive Plan~~

On January 28, 2026, the independent Directors of the Board approved no change to the 2026 target percentage under the Chevron Incentive Plan (“CIP”) for Mr. Wirth (165 percent) and ratified the decision of the Committee to make no changes to the target bonus percentages for 2026 under the CIP for each of Ms. Bonner (110 percent), Mr. Nelson (120 percent), and Mr. Pate (110 percent).


Exhibit Number						Description
3.2						By-Laws of Chevron Corporation, as amended and restated March 25, 2026.
104						Cover Page Interactive Data File, formatted in Inline XBRL.

2024 Equity Awards to Named Executive Officers

On January 28, 2026, the independent Directors of the Board also approved the equity grant award value of $23,000,000 to Mr. Wirth and ratified the following equity grant award values approved by the Committee under the 2022 Long-Term Incentive Plan of Chevron Corporation (“2022 LTIP”) with an award grant date of February 1, 2026 (the “Grant Date”): (i) Ms. Bonner, $5,094,000; (ii) Mr. Nelson, $8,533,800; and (iii) Mr. Pate, $7,641,000. Each 2026 award under the 2022 LTIP comprises two equity vehicles, performance shares (50%) and restricted stock units (50%), and will be governed by the terms of the applicable award agreement and the 2022 LTIP. The actual number of performance shares and restricted stock units to be granted to each of Messrs. Wirth, Nelson, Pate, and Ms. Bonner will be determined by dividing the target value of each equity vehicle by the closing price of Chevron’s common stock on the Grant Date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~January~~March 3025, 2026

CHEVRON CORPORATION By: /s/ ~~Rose~~Christine ZL. ~~Pierson~~Cavallo ~~Rose~~Christine ZL. ~~Pierson~~Cavallo Assistant Secretary

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